Common use of Initiation and Confirmation Clause in Contracts

Initiation and Confirmation. An agreement to enter into a Transaction shall be initiated by a Seller's delivery of a Request for Purchase to Buyer. Buyer shall confirm the terms of each Transaction by issuing a written confirmation (a "Confirmation") to such Seller promptly after the Buyer's receipt of the Request for Purchase. Such Confirmation shall describe the Purchased Loans, identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, (iv) the Pricing Rate applicable to the Transaction and the Buyer's LTV in the case of Bridge Mortgage Loans, (v) the Applicable Collateral Maintenance Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, the Seller shall sign the Confirmation and promptly return it to Buyer. Any Confirmation by Buyer shall be deemed to have been received by the Seller on the date actually received by the Seller. Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by the Seller no more than three (3) Business Days after the date the Confirmation was received by the Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by a Seller must specifically state the objection, must specify the provision(s) being objected to by the Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than three (3) Business Days after the Confirmation was received by the Seller.

Initiation and Confirmation. An (i) On or after the Effective Date but prior to the Facility Expiration Date, Seller may, from time to time, request that Buyer enter into a Transaction with respect to a proposed Purchased Asset by delivering to Buyer a Transaction Request and Due Diligence Package. Buyer shall have the right to request such additional diligence materials with respect to a proposed Purchased Asset (and/or with respect to a Senior Interest or Mezzanine Loan, the related Whole Loan) as Buyer deems necessary in its sole discretion. Buyer shall use commercially reasonable efforts to, within ten (10) Business Days after receipt of a Transaction Request, Due Diligence Package and additionally requested diligence materials, (i)(A) complete its due diligence review of the proposed Purchased Asset and (B) receive an internal credit decision with respect to the proposed Transaction and (ii) upon completion of the conditions in the preceding clause, (A) notify Seller that the proposed Transaction is approved by delivering to Seller a duly completed Confirmation executed by Buyer or (B) notify Seller that the proposed Transaction is disapproved; provided that Buyer’s decision to approve any Transaction shall be made in Buyer’s sole and absolute discretion. Upon receipt of a completed Confirmation executed by Buyer, Seller may evidence its agreement to proceed with the proposed Transaction by promptly returning to Buyer a counter-executed Confirmation. Unless Buyer and Seller agree otherwise in writing, Buyer’s failure to respond to Seller within the time period set forth in the second preceding sentence shall be deemed disapproval of Seller’s request to enter into a Transaction proposed Transaction. For the avoidance of doubt, Seller acknowledges that at no time shall Buyer be initiated obligated to agree to purchase or effect the transfer of any asset proposed by a Seller's delivery of a Request for Purchase to Buyer. Buyer shall confirm the terms of each Transaction by issuing a written confirmation (a "Confirmation") to such Seller promptly after the Buyer's receipt of the Request for Purchase. Such Confirmation shall describe the Purchased Loans, identify Buyer and Seller and set forth (i) the Purchase Date, . (ii) Upon the Purchase Pricesatisfaction of all conditions set forth in Article 3(b) for the initial Transaction and Article 3(c) for each Transaction (including the initial Transaction), the proposed Purchased Asset shall be transferred to Buyer as specified in Article 7(a). (iii) the Repurchase Date, (iv) the Pricing Rate applicable to the Transaction and the Buyer's LTV in the case of Bridge Mortgage Loans, (v) the Applicable Collateral Maintenance Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, the Seller shall sign the Confirmation and promptly return it to Buyer. Any Confirmation by Buyer shall be deemed to have been received by the Seller on the date actually received by the Seller. Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) Transaction covered thereby unless objected to in writing by thereby. In the Seller no more than three (3) Business Days after event of any conflict between the date terms of such Confirmation and the terms of this Agreement, the Confirmation was received by the Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by a Seller must specifically state the objection, must specify the provision(s) being objected to by the Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than three (3) Business Days after the Confirmation was received by the Sellershall prevail.

Initiation and Confirmation. An (i) On or after the Closing Date but prior to the Initial Facility Expiration Date, Seller may, from time to time request that Buyer enter into a Transaction with respect to a proposed Purchased Asset by delivering to Buyer a Transaction Request and Due Diligence Package. Buyer shall have the right to request such additional diligence materials with respect to a proposed Purchased Asset (and/or with respect to a Senior Interest or Mezzanine Loan, the related Whole Loan) as Buyer deems necessary in its sole discretion. Buyer shall use commercially reasonable efforts to, within five (5) Business Days after receipt of a Transaction Request, Due Diligence Package and additionally requested diligence materials, (i)(A) complete its due diligence review of the proposed Purchased Asset and (B) receive an internal credit decision with respect to the proposed Transaction and (ii) upon completion of the conditions in the preceding clause, (A) notify Seller that the proposed Transaction is approved by delivering to Seller a duly completed Confirmation executed by Xxxxx or (B) notify Seller that the proposed Transaction is disapproved; provided that Xxxxx’s decision to approve any Transaction shall be made in Buyer’s sole and absolute discretion. Upon receipt of a completed Confirmation executed by Xxxxx, Seller may evidence its agreement to proceed with the proposed Transaction by promptly returning to Buyer a counter-executed Confirmation. Unless Buyer and Xxxxxx agree otherwise in writing, Xxxxx’s failure to respond to Seller within the time period set forth in the second preceding sentence shall be deemed disapproval of Seller’s request to enter into a Transaction proposed Transaction. For the avoidance of doubt, Seller acknowledges that at no time shall Buyer be initiated obligated to agree to purchase or effect the transfer of any asset proposed by a Seller's delivery of a Request for Purchase to Buyer. Buyer shall confirm the terms of each Transaction by issuing a written confirmation (a "Confirmation") to such Seller promptly after the Buyer's receipt of the Request for Purchase. Such Confirmation shall describe the Purchased Loans, identify Buyer and Seller and set forth (i) the Purchase Date, . (ii) Upon the Purchase Pricesatisfaction or waiver of all conditions set forth in Article 3(b) for the initial Transaction and Article 3(c) for each Transaction (including the initial Transaction), the proposed Purchased Asset shall be transferred to Buyer as specified in Article 7(a). (iii) the Repurchase Date, (iv) the Pricing Rate applicable to the Transaction and the Buyer's LTV in the case of Bridge Mortgage Loans, (v) the Applicable Collateral Maintenance Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, the Seller shall sign the Confirmation and promptly return it to Buyer. Any Confirmation by Buyer shall be deemed to have been received by the Seller on the date actually received by the Seller. Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) Transaction covered thereby unless objected to in writing by thereby. In the Seller no more than three (3) Business Days after event of any conflict between the date terms of such Confirmation and the terms of this Agreement, the Confirmation was received by the Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by a Seller must specifically state the objection, must specify the provision(s) being objected to by the Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than three (3) Business Days after the Confirmation was received by the Sellershall prevail.

Initiation and Confirmation. An (i) On or after the Effective Date but prior to the Facility Expiration Date, Seller may, from time to time request that Buyer enter into a Transaction with respect to a proposed Purchased Asset by delivering to Buyer a Transaction Request and Due Diligence Package. Buyer shall have the right to request such additional diligence materials with respect to a proposed Purchased Asset as Buyer deems necessary in its sole discretion. Buyer shall use commercially reasonable efforts to, within ten (10) Business Days after receipt of a Transaction Request, Due Diligence Package and additionally requested diligence materials, (i)(A) complete its due diligence review of the proposed Purchased Asset and (B) receive an internal credit decision with respect to the proposed Transaction and (ii) upon completion of the conditions in the preceding clause, (A) notify Seller that the proposed Transaction is approved by delivering to Seller a duly completed Confirmation executed by Buyer or (B) notify Seller that the proposed Transaction is disapproved; provided that Buyer’s decision to approve any Transaction shall be made in Buyer’s sole and absolute discretion. Upon receipt of a completed Confirmation executed by Buyer, Seller shall evidence its agreement to proceed with the proposed Transaction by promptly returning to Buyer a counter-executed Confirmation. Unless Buyer and Seller agree otherwise in writing, Buyer’s failure to respond to Seller within the time period set forth in the preceding sentence shall be deemed disapproval of Seller’s request to enter into a Transaction proposed Transaction. For the avoidance of doubt, Seller acknowledges that at no time shall Buyer be initiated obligated to agree to purchase or effect the transfer of any asset proposed by a Seller's delivery of a Request for Purchase to Buyer. Buyer shall confirm the terms of each Transaction by issuing a written confirmation (a "Confirmation") to such Seller promptly after the Buyer's receipt of the Request for Purchase. Such Confirmation shall describe the Purchased Loans, identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, (iv) the Pricing Rate applicable to the Transaction and the Buyer's LTV in the case of Bridge Mortgage Loans, (v) the Applicable Collateral Maintenance Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, the Seller shall sign the Confirmation and promptly return it to Buyer. Any Confirmation by Buyer shall be deemed to have been received by the Seller on the date actually received by the Seller. Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by the Seller no more than three (3) Business Days after the date the Confirmation was received by the Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by a Seller must specifically state the objection, must specify the provision(s) being objected to by the Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than three (3) Business Days after the Confirmation was received by the Seller.

Initiation and Confirmation. An (i) On or after the Effective Date but prior to the Initial Facility Expiration Date, Seller may, from time to time request that Buyer enter into a Transaction with respect to a proposed Purchased Asset by delivering to Buyer a Transaction Request and Due Diligence Package. Buyer shall have the right to request such additional diligence materials with respect to a proposed Purchased Asset (and/or with respect to a Senior Interest or Mezzanine Loan, the related Whole Loan) as Buyer deems necessary in its sole discretion. Buyer shall use commercially reasonable efforts to, within five (5) Business Days after receipt of a Transaction Request, Due Diligence Package and additionally requested diligence materials, (i)(A) complete its due diligence review of the proposed Purchased Asset and (B) receive an internal credit decision with respect to the proposed Transaction and (ii) upon completion of the conditions in the preceding clause, (A) notify Seller that the proposed Transaction is approved by delivering to Seller a duly completed Confirmation executed by Buyer or (B) notify Seller that the proposed Transaction is disapproved; provided that Buyer’s decision to approve any Transaction shall be made in Buyer’s sole and absolute discretion. Upon receipt of a completed Confirmation executed by Buyer, Seller may evidence its agreement to proceed with the proposed Transaction by promptly returning to Buyer a counter-executed Confirmation. Unless Buyer and Seller agree otherwise in writing, Buyer’s failure to respond to Seller within the time period set forth in the second preceding sentence shall be deemed disapproval of Seller’s request to enter into a Transaction proposed Transaction. For the avoidance of doubt, Seller acknowledges that at no time shall Buyer be initiated obligated to agree to purchase or effect the transfer of any asset proposed by a Seller's delivery of a Request for Purchase to Buyer. Buyer shall confirm the terms of each Transaction by issuing a written confirmation (a "Confirmation") to such Seller promptly after the Buyer's receipt of the Request for Purchase. Such Confirmation shall describe the Purchased Loans, identify Buyer and Seller and set forth . (i) Upon the Purchase Datesatisfaction or waiver of all conditions set forth in Article 3(b) for the initial Transaction and Article 3(c) for each Transaction (including the initial Transaction), the proposed Purchased Asset shall be transferred to Buyer as specified in Article 7(a). (ii) the Purchase Price, (iii) the Repurchase Date, (iv) the Pricing Rate applicable to the Transaction and the Buyer's LTV in the case of Bridge Mortgage Loans, (v) the Applicable Collateral Maintenance Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, the Seller shall sign the Confirmation and promptly return it to Buyer. Any Confirmation by Buyer shall be deemed to have been received by the Seller on the date actually received by the Seller. Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) Transaction covered thereby unless objected to in writing by thereby. In the Seller no more than three (3) Business Days after event of any conflict between the date terms of such Confirmation and the terms of this Agreement, the Confirmation was received by the Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by a Seller must specifically state the objection, must specify the provision(s) being objected to by the Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than three (3) Business Days after the Confirmation was received by the Sellershall prevail.

Initiation and Confirmation. An (i) On or after the Effective Date but prior to the Facility Expiration Date, Seller may, from time to time request that Buyer enter into a Transaction with respect to a proposed Purchased Asset by delivering to Buyer a Transaction Request and Due Diligence Package. Buyer shall have the right to request such additional diligence materials with respect to a proposed Purchased Asset as Buyer deems necessary in its sole discretion. Buyer shall use commercially reasonable efforts to, within ten (10) Business Days after receipt of a Transaction Request, Due Diligence Package and additionally requested diligence materials, (i)(A) complete its due diligence review of the proposed Purchased Asset and (B) receive an internal credit decision with respect to the proposed Transaction and (ii) upon completion of the conditions in the preceding clause, (A) notify Seller that the proposed Transaction is approved by delivering to Seller a duly completed Confirmation executed by Buyer or (B) notify Seller that the proposed Transaction is disapproved; provided that Buyer’s decision to approve any Transaction shall be made in Buyer’s sole and absolute discretion. Upon receipt of a completed Confirmation executed by Buyer, Seller shall evidence its agreement to proceed with the proposed Transaction by promptly returning to Buyer a counter-executed Confirmation. Unless Buyer and Seller agree otherwise in writing, Buyer’s failure to respond to Seller within the time period set forth in the preceding sentence shall be deemed disapproval of Seller’s request to enter into a Transaction proposed Transaction. For the avoidance of doubt, Seller acknowledges that at no time shall Buyer be initiated obligated to agree to purchase or effect the transfer of any asset proposed by a Seller's delivery of a Request for Purchase to Buyer. Buyer shall confirm the terms of each Transaction by issuing a written confirmation (a "Confirmation") to such Seller promptly after the Buyer's receipt of the Request for Purchase. Such Confirmation shall describe the Purchased Loans, identify Buyer and Seller and set forth (i) the Purchase Date, . (ii) Upon the Purchase Pricesatisfaction of all conditions set forth in Article 3(b) for the initial Transaction and Article 3(c) for each Transaction (including the initial Transaction), the proposed Purchased Asset shall be transferred to Buyer as specified in Article 7(a). (iii) the Repurchase Date, (iv) the Pricing Rate applicable to the Transaction and the Buyer's LTV in the case of Bridge Mortgage Loans, (v) the Applicable Collateral Maintenance Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, the Seller shall sign the Confirmation and promptly return it to Buyer. Any Confirmation by Buyer shall be deemed to have been received by the Seller on the date actually received by the Seller. Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) Transaction covered thereby unless objected to in writing by thereby. In the Seller no more than three (3) Business Days after event of any conflict between the date terms of such Confirmation and the terms of this Agreement, the Confirmation was received by the Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by a Seller must specifically state the objection, must specify the provision(s) being objected to by the Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than three (3) Business Days after the Confirmation was received by the Sellershall prevail.

Initiation and Confirmation. An (i) Each agreement to enter into a Transaction shall must be initiated entered into in writing at the initiation of the applicable Seller by a such Seller's delivery of a Request for Purchase to Buyer. Buyer shall confirm the terms of each Transaction by issuing a written confirmation to the applicable Seller promptly after the parties enter into such Transaction in the form of Exhibit I attached hereto (a "Confirmation") to such Seller promptly after the Buyer's receipt of the Request for Purchase). Such Confirmation shall describe the Purchased Mortgage Loans, identify Buyer and the applicable Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, (iv) the Pricing Rate applicable to the Transaction and the Buyer's LTV in the case of Bridge Mortgage LoansTransaction, (v) the Applicable applicable Collateral Maintenance Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, the applicable Seller shall shall, subject to the provisions of subsection (c)(iii) below, sign the Confirmation and promptly return it to Buyer. The aggregate Purchase Price for all Transactions subject to any single Request for Purchase shall not be less than $750,000. Buyer shall not have any obligation to enter into more than two Transactions on any Business Day. (ii) Any Confirmation by Buyer shall be deemed to have been received by the applicable Seller on the date actually received by the such Seller. . (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by the applicable Seller no more than three (3) Business Days after the date the Confirmation was received by the such Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by a the applicable Seller must state specifically state the objection, that such writing is an objection to a Confirmation and must specify the provision(s) being objected to by the such Seller, must set forth such provision(s) in the manner that the such Seller believes they should be stated, and must be received by Buyer no more than three (3) Business Days after the Confirmation was received by the such Seller.

Initiation and Confirmation. An (i) Each agreement to enter into a Transaction shall must be initiated entered into in writing at the initiation of Seller by a Seller's ’s delivery of a Request for Purchase to Buyer. Buyer shall confirm the terms of each Transaction by issuing a written confirmation (a "Confirmation") to such Seller promptly after the Buyer's receipt parties enter into such Transaction in the form of the Request for PurchaseExhibit I attached hereto (a “Confirmation”). Such Confirmation shall describe the Purchased Mortgage Loans, identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, (iv) the Pricing Rate applicable to the Transaction and the Buyer's LTV in the case of Bridge Mortgage LoansTransaction, (v) the Applicable applicable Collateral Maintenance Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, Seller shall, subject to the Seller shall provisions of subsection (c)(iii) below, sign the Confirmation and promptly return it to Buyer. The Purchase Price for any Transaction shall not be less than $750,000. Buyer shall not have any obligation to enter into more than two Transactions on any Business Day. (ii) Any Confirmation by Buyer shall be deemed to have been received by the Seller on the date actually received by the Seller. . (iii) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by the Seller no more than three two (32) Business Days after the date the Confirmation was received by the Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by a Seller must state specifically state the objection, that such writing is an objection to a Confirmation and must specify the provision(s) being objected to by the Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than three two (32) Business Days after the Confirmation was received by the Seller. (iv) With respect to all Transactions hereunder related to a Repurchased Mortgage Loan that is Delinquent for sixty (60) or more days, the Purchase Date shall be not later than ten (10) Business Days following the day on which the Seller provides the Collateral Information relating thereto as requested by Buyer in a computer readable format together with a liquidation proceeds spreadsheet and a BPO, with pictures, and a Trust Receipt. With respect to all Transactions hereunder related to a Repurchased Mortgage Loan, the Seller shall deliver to the Buyer a written explanation of the reason the Seller or its Affiliate was required to repurchase or otherwise take back the related Mortgage Loan.

Initiation and Confirmation. An (i) During the term of this Agreement, any Seller may, from time to time request that Purchaser enter into a Transaction with respect to an Eligible Asset (a “Proposed Asset”) by delivering to Purchaser a Transaction Request and Due Diligence Package. Purchaser shall have the right to request such additional diligence materials with respect to a Proposed Asset as Purchaser deems necessary in its sole discretion. Purchaser shall use commercially reasonable efforts to, within ten (10) Business Days after receipt of a Transaction Request, Due Diligence Package and additionally requested diligence materials, (1) (A) complete its due diligence review of the Proposed Asset and (B) receive an internal credit decision with respect to the proposed Transaction and (2) upon completion of the conditions in the preceding clause, (A) notify the applicable Seller that the proposed Transaction is approved by delivering to such Seller a duly completed Confirmation executed by Purchaser or (B) notify such Seller that the proposed Transaction is disapproved; provided that, Purchaser’s decision to approve any Transaction shall be made in Purchaser’s sole and absolute discretion; provided further, that, Purchaser shall have no obligation to consider any Transaction the requested Purchase Date for which is during the thirty (30) day period immediately prior to the Initial Facility Expiration Date, other than a Future Funding Advance Draw made in accordance with Article 3(e)(iv). Upon receipt of a completed Confirmation executed by Purchaser, the applicable Seller shall evidence its agreement to proceed with the proposed Transaction by promptly returning to Purchaser a counter executed Confirmation. Unless Purchaser and the applicable Seller agree otherwise in writing, Purchaser’s failure to respond to such Seller within the time period set forth in the preceding sentence shall be deemed disapproval of such Seller’s request to enter into a Transaction proposed Transaction. From and after the Initial Facility Expiration Date, other than with respect to a Future Funding Advance Draw made in accordance with Article 3(e)(iv), no Seller shall be initiated by a Seller's delivery of a Request for Purchase permitted to Buyer. Buyer shall confirm the terms of each Transaction by issuing a written confirmation (a "Confirmation") to such Seller promptly after the Buyer's receipt of the Request for Purchase. Such Confirmation shall describe the Purchased Loans, identify Buyer and Seller and set forth (i) the Purchase Date, enter into any new Transactions hereunder. (ii) Upon the Purchase Pricesatisfaction of all conditions set forth in Article 3(b) for the initial Transaction and Article 3(c) for each Transaction (including the initial Transaction), the Proposed Asset shall be transferred to Purchaser as specified in Article 7(a). (iii) the Repurchase Date, (iv) the Pricing Rate applicable to the Transaction and the Buyer's LTV in the case of Bridge Mortgage Loans, (v) the Applicable Collateral Maintenance Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, the Seller shall sign the Confirmation and promptly return it to Buyer. Any Confirmation by Buyer shall be deemed to have been received by the Seller on the date actually received by the Seller. Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(sTransaction covered thereby. In the event of any conflict between the terms of such Confirmation and the terms of this Agreement, other than with respect to (A) covered thereby unless objected to in writing by the Seller no more than three (3) Business Days after initial Purchase Price, the date initial Maximum Purchase Price Percentage and the Confirmation was received by the Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by a Seller must specifically state the objection, must specify the provision(s) being objected to by the Seller, must initial Pricing Rate set forth such provision(s) in the manner that related Confirmation and (B) any exceptions to the Seller believes they should be statedrepresentations and warranties in this Agreement applicable to any Purchased Asset disclosed to Purchaser in a Requested Exceptions Report and acknowledged in the related Confirmation, and must be received by Buyer no more than three (3) Business Days after the Confirmation was received by the Sellerthis Agreement shall prevail.

Initiation and Confirmation. An (i) On or after the Closing Date but prior to the Facility Availability Period Expiration Date, Seller Counterparties may, from time to time request that Purchaser enter into a Transaction with respect to a proposed Eligible Asset or Contributed Swingline Loan by, other than with respect to a Swingline Transaction, delivering to Purchaser a Transaction Request and Due Diligence Package. The addition to the facility of Contributed Swingline Loans shall be governed by Article 3(j) hereof. Purchaser shall have the right to request such additional diligence materials with respect to a proposed Eligible Asset as Purchaser deems necessary in its sole discretion. Purchaser shall use commercially reasonable efforts to, within ten (10) Business Days after receipt of a Transaction Request, Due Diligence Package and additionally requested diligence materials, (i)(A) complete its due diligence review of the proposed Eligible Asset and (B) receive an internal credit decision with respect to the proposed Transaction and (ii) upon completion of the conditions in the preceding clause, (A) notify Seller Counterparties that the proposed Transaction is approved by delivering to Seller Counterparties a duly completed Confirmation executed by Purchaser or (B) notify Seller Counterparties that the proposed Transaction is disapproved; provided that Purchaser’s decision to approve any Transaction shall be made in Purchaser’s sole and absolute discretion. Upon receipt of a completed Confirmation executed by Purchaser, Seller Counterparties shall evidence its agreement to proceed with the proposed Transaction by promptly returning to Purchaser a counter-executed Confirmation. Unless Purchaser and Seller Counterparties agree otherwise in writing, Purchaser’s failure to respond to Seller within the time period set forth in the preceding sentence shall be deemed disapproval of Seller’s request to enter into a Transaction shall be initiated by a Seller's delivery proposed Transaction. For the avoidance of a Request for Purchase to Buyer. Buyer shall confirm the terms of each Transaction by issuing a written confirmation (a "Confirmation") to such Seller promptly after the Buyer's receipt of the Request for Purchase. Such Confirmation shall describe the Purchased Loans, identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, (iv) the Pricing Rate applicable to the Transaction and the Buyer's LTV in the case of Bridge Mortgage Loans, (v) the Applicable Collateral Maintenance Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmationdoubt, the Seller Counterparties acknowledge that at no time shall sign Purchaser be obligated to agree to purchase or effect the Confirmation and promptly return it to Buyer. Any Confirmation transfer of any asset proposed by Buyer shall be deemed to have been received by the any Seller on the date actually received by the Seller. Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by the Seller no more than three (3) Business Days after the date the Confirmation was received by the Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by a Seller must specifically state the objection, must specify the provision(s) being objected to by the Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than three (3) Business Days after the Confirmation was received by the SellerCounterparty.

Initiation and Confirmation. An (i) On or after the Effective Date but prior to the Facility Availability Period Expiration Date, Seller may, from time to time request that Purchaser enter into a Transaction with respect to a proposed Purchased Asset by delivering to Purchaser a Transaction Request and Due Diligence Package. Purchaser shall have the right to request such additional diligence materials with respect to a proposed Purchased Asset as Purchaser deems necessary in its sole discretion. Purchaser shall use commercially reasonable efforts to, within ten (10) Business Days after receipt of a Transaction Request, Due Diligence Package and additionally requested diligence materials, (i)(A) complete its due diligence review of the proposed Purchased Asset and (B) receive an internal credit decision with respect to the proposed Transaction and (ii) upon completion of the conditions in the preceding clause, (A) notify Seller that the proposed Transaction is approved by delivering to Seller a duly completed Confirmation executed by Purchaser or (B) notify Seller that the proposed Transaction is disapproved; provided that Purchaser’s decision to approve any Transaction shall be made in Purchaser’s sole and absolute discretion. Upon receipt of a completed Confirmation executed by Purchaser, Seller shall evidence its agreement to proceed with the proposed Transaction by promptly returning to Purchaser a counter-executed Confirmation. Unless Purchaser and Seller agree otherwise in writing, Purchaser’s failure to respond to Seller within the time period set forth in the preceding sentence shall be deemed disapproval of Seller’s request to enter into a Transaction proposed Transaction. For the avoidance of doubt, Seller acknowledges that at no time shall Purchaser be initiated obligated to agree to purchase or effect the transfer of any asset proposed by a Seller's delivery of a Request for Purchase to Buyer. Buyer shall confirm the terms of each Transaction by issuing a written confirmation (a "Confirmation") to such Seller promptly after the Buyer's receipt of the Request for Purchase. Such Confirmation shall describe the Purchased Loans, identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, (iv) the Pricing Rate applicable to the Transaction and the Buyer's LTV in the case of Bridge Mortgage Loans, (v) the Applicable Collateral Maintenance Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, the Seller shall sign the Confirmation and promptly return it to Buyer. Any Confirmation by Buyer shall be deemed to have been received by the Seller on the date actually received by the Seller. Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by the Seller no more than three (3) Business Days after the date the Confirmation was received by the Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by a Seller must specifically state the objection, must specify the provision(s) being objected to by the Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than three (3) Business Days after the Confirmation was received by the Seller.

Initiation and Confirmation. An (i) On or after the First Amendment and Restatement Date but prior to the Initial Facility Expiration Date, Seller may, from time to time request that Buyer enter into a Transaction with respect to a proposed Purchased Asset by delivering to Buyer a Transaction Request and Due Diligence Package. Buyer shall have the right to request such additional diligence materials with respect to a proposed Purchased Asset (and/or with respect to a Senior Interest or Mezzanine Loan, the related Whole Loan) as Buyer deems necessary in its sole discretion. Buyer shall use commercially reasonable efforts to, within five (5) Business Days after receipt of a Transaction Request, Due Diligence Package and additionally requested diligence materials, (i)(A) complete its due diligence review of the proposed Purchased Asset and (B) receive an internal credit decision with respect to the proposed Transaction and (ii) upon completion of the conditions in the preceding clause, (A) notify Seller that the proposed Transaction is approved by delivering to Seller a duly completed Confirmation executed by Xxxxx or (B) notify Seller that the proposed Transaction is disapproved; provided that Xxxxx’s decision to approve any Transaction shall be made in Buyer’s sole and absolute discretion. Upon receipt of a completed Confirmation executed by Xxxxx, Seller may evidence its agreement to proceed with the proposed Transaction by promptly returning to Buyer a counter-executed Confirmation. Unless Buyer and Xxxxxx agree otherwise in writing, Xxxxx’s failure to respond to Seller within the time period set forth in the second preceding sentence shall be deemed disapproval of Seller’s request to enter into a Transaction proposed Transaction. For the avoidance of doubt, Seller acknowledges that at no time shall Buyer be initiated obligated to agree to purchase or effect the transfer of any asset proposed by a Seller's delivery of a Request for Purchase to Buyer. Buyer shall confirm the terms of each Transaction by issuing a written confirmation (a "Confirmation") to such Seller promptly after the Buyer's receipt of the Request for Purchase. Such Confirmation shall describe the Purchased Loans, identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, (iv) the Pricing Rate applicable to the Transaction and the Buyer's LTV in the case of Bridge Mortgage Loans, (v) the Applicable Collateral Maintenance Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, the Seller shall sign the Confirmation and promptly return it to Buyer. Any Confirmation by Buyer shall be deemed to have been received by the Seller on the date actually received by the Seller. Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by the Seller no more than three (3) Business Days after the date the Confirmation was received by the Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by a Seller must specifically state the objection, must specify the provision(s) being objected to by the Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than three (3) Business Days after the Confirmation was received by the Seller.